SIXTH AMENDMENT TO MASTER CREDIT AGREEMENT
Exhibit 10.5
SIXTH AMENDMENT TO
THIS SIXTH AMENDMENT TO MASTER CREDIT AGREEMENT (this “Amendment”) is entered into as of June 26, 2024, by and among GROUP 1 REALTY, INC., a corporation organized under the laws of the State of Delaware; AMR REAL ESTATE HOLDINGS, LLC, a limited liability company organized under the laws of the State of Delaware; GROUP 1 REALTY NE, LLC, a limited liability company organized under the laws of the Commonwealth of Massachusetts; G1R CLEAR LAKE, LLC, a limited liability company organized under the laws of the State of Texas; and LHM ATO, LLC, a limited liability company organized under the laws of the State of Utah (individually and collectively, “Borrower”), and XXXXX FARGO BANK, NATIONAL ASSOCIATION (“Bank”).
RECITALS
A. The Borrower is currently indebted to Bank pursuant to the terms and conditions of (i) that certain Term Note with Draw Period dated as of February 12, 2024 in the original principal amount of $250,000,000.00 (which has been increased to the principal amount of $258,271,000.00 as of the date hereof), executed by the Borrower and payable to the order of Bank (as modified from time to time, the “Note”), and (ii) that certain Master Credit Agreement between the Borrower and Bank dated as of February 12, 2024 (as modified from time to time, including as modified by that certain First Amendment to Master Credit Agreement dated as of March 1, 2024, that certain Second Amendment to Master Credit Agreement dated as of March 11, 2024, that certain Third Amendment to Master Credit Agreement dated as of April 2, 2024, that certain Fourth Amendment to Master Credit Agreement dated as of April 25, 2024, and that certain Fifth Amendment to Master Credit Agreement dated as of May 23, 2024, the “Credit Agreement”).
B. The Borrower is the owner of certain real property and the Borrower has requested that such real property be added as a “Property” under the Credit Agreement, and the Borrower shall deliver one or more Mortgages and Security Agreements to grant the Bank a security interest in such real property.
C. In addition to the foregoing, the Borrower and Bank have agreed to certain other changes in the terms and conditions set forth in the Credit Agreement and have agreed to amend the Credit Agreement to reflect said changes.
D. All terms defined in the Credit Agreement shall have the same meaning when used in this Amendment.
NOW, THEREFORE, with the foregoing recitals incorporated by reference and made a part hereof and intending to be legally bound, the parties hereto agree as follows:
1. AMENDMENTS TO CREDIT AGREEMENT.
1.1 The Maximum Aggregate Amount after giving effect to this Amendment and the Advances made contemporaneously herewith is TWO HUNDRED FIFTY-EIGHT MILLION TWO HUNDRED SEVENTY-ONE THOUSAND AND 00/100 DOLLARS ($258,271,000.00).
1.2 Exhibit 1.2.4 to the Credit Agreement is hereby deleted in its entirety and the attached new Exhibit 1.2.4 is hereby substituted in lieu thereof.
1.3 Exhibit 1.4 to the Credit Agreement is hereby deleted in its entirety and the attached new Exhibit 1.4 is hereby substituted in lieu thereof.
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Exhibit 10.5
2. EFFECTIVENESS CONDITIONS. The effectiveness of this Amendment is subject to the fulfillment to Bank’s satisfaction of all of the following conditions:
2.1 Execution of this Amendment by all parties hereto.
2.2 Borrower shall have delivered a Multiple Indebtedness Mortgage and Pledge of Rents and Leases and a Security Agreement: Fixtures for the Property located at 000 Xxxx Xxxxx Xxxxx Xxxx, Xxxxxxx, Xx. Xxxxxxx Xxxxxx, Xxxxxxxxx 00000.
2.3 Borrower shall have delivered a Deed of Trust and Assignment of Rents and Leases and a Security Agreement: Fixtures for the Property located at 0000 Xxx Xxxxxxx Xxxxxx xxx 0000 Xxx Xxxxxxx Xxxxxx, Xxxxxxx, Xxxxxx Xxxxxx, Xxxxx 00000.
2.4 Borrower shall have delivered a Line of Credit Mortgage and Assignment of Rents and Leases and a Security Agreement: Fixtures for the Property located at 0000 Xxxxxxx Xxxx XX, Xxxxxxxxxxx, Xxxxxxxxxx Xxxxxx, Xxx Xxxxxx 00000.
2.5 Borrower shall have delivered a Line of Credit Mortgage and Assignment of Rents and Leases and a Security Agreement: Fixtures for the Property located at 00000 Xxxxxx Xxxxxx XX, Xxxxxxxxxxx, Xxxxxxxxxx Xxxxxx, Xxx Xxxxxx 00000.
2.6 Borrower shall have delivered a Line of Credit Mortgage and Assignment of Rents and Leases and a Security Agreement: Fixtures for the Property located at 0000 Xxxxxx Xxxxxxx, Xxxxx Xx, Xxxxx Xx Xxxxxx, Xxx Xxxxxx 00000.
2.7 Bank shall have received a Reaffirmation of Guaranty from GROUP 1 AUTOMOTIVE, INC.
2.8 Bank shall have received a Guaranty Agreement from GPI LA-H, LLC.
2.9 Bank shall have received a Guaranty Agreement from XxXxxx-SB, Inc.
2.10 Bank shall have received a Guaranty Agreement from GPI NM-J, Inc.
2.11 Bank shall have received a Guaranty Agreement from GPI NM-LRII, LLC.
2.12 Payment by the Borrower of the ratable Loan Fee due in connection with this Amendment, in the amount of $159,070.00.
2.13 Bank shall have received all additional documents which may be required in connection with this Amendment.
3. FULL FORCE AND EFFECT. Except as specifically provided herein, all terms and conditions of the Credit Agreement and Note remain in full force and effect, without waiver or modification.
4. REAFFIRMATION. The Borrower hereby remakes all representations and warranties contained in the Credit Agreement and reaffirms all covenants set forth therein and in the other Loan Documents. Borrowers further certify that as of the date of this Amendment there exists no Event of Default as defined in the Credit Agreement, nor any condition, act or event which with the giving of notice or the passage of time or both would constitute any such Event of Default.
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Exhibit 10.5
5. COUNTERPARTS. This Amendment may be executed in one or more counterparts, each of which counterparts shall be deemed an original.
6. GOVERNING LAW. This Amendment shall be governed by and construed in accordance with the laws of the State of New York, without reference to the conflicts of law or choice of law principles thereof.
(Remainder of page intentionally left blank; signatures on following page)
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Exhibit 10.5
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the day and year first written above.
GROUP 1 REALTY, INC., a Delaware corporation By: /s/ Xxxxxx X. XxXxxxx Xxxxxx X. XxXxxxx, President | GROUP 1 REALTY NE, LLC, a Massachusetts limited liability company By: Group 1 Realty, Inc., its Sole Member By: /s/ Xxxxxx X. XxXxxxx Xxxxxx X. XxXxxxx, President | ||||
AMR REAL ESTATE HOLDINGS, LLC, a Delaware limited liability company By: Group 1 Realty NE, LLC, its Sole Member By: Group 1 Realty, Inc., its Sole Member By: /s/ Xxxxxx X. XxXxxxx Xxxxxx X. XxXxxxx, President | G1R CLEAR LAKE, LLC, a Texas limited liability company By: Group 1 Realty, Inc., its Sole Member By: /s/ Xxxxxx X. XxXxxxx Xxxxxx X. XxXxxxx, President | ||||
LHM ATO, LLC, a Utah limited liability company By: GPI NM-T, Inc., its Sole Member By: /s/ Xxxxxx X. XxXxxxx Xxxxxx X. XxXxxxx, President | XXXXX FARGO BANK, NATIONAL ASSOCIATION By: /s/ Xxxx XxXxxx Xxxx XxXxxxx, Director | ||||
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Exhibit 10.5
EXHIBIT 1.2.4
PROPERTIES AFTER GIVING EFFECT TO THE SIXTH AMENDMENT TO MASTER CREDIT AGREEMENT
| Property | Release Price (lesser of cost or appraised value) | Loan Allocation Amount | ||||||
| 16600, 16620, and 00000 Xxxxxxxx Xxxxxx Xxxx, Xxxxx, Xxxxxx Xxxxxx’x Xxxxxx, Xxxxxxxx 00000 | $14,600,000.00 | $11,680,000.00 | ||||||
| 0000 Xxxxxxxxx Xxxx, Xxxxxxx Xxxxxxxx, Xxxxxx Xxxxxx’x Xxxxxx, Xxxxxxxx 20784 | $5,325,000.00 | $4,260,000.00 | ||||||
| 9701, 9722 & 0000 Xxxxxxxxxxxx Xxxx, Xxxxxx Xxxxx, Xxxxxxxxx Xxxxxx, Xxxxxxxx 00000 | $11,320,000.00 | $9,056,000.00 | ||||||
| 0000 Xxxxxxx Xxxxx, Xxxxxxxxx, Xxxxxx Xxxxxx’x Xxxxxx, Xxxxxxxx 00000 | $23,500,000.00 | $18,800,000.00 | ||||||
| 00000 Xxxxxxxx Xxxxx, Xxxxxxxxxx, Xxxxxx Xxxxxx’x Xxxxxx, Xxxxxxxx 00000 | $3,650,000.00 | $2,920,000.00 | ||||||
| 9533, 9521, and 0000 Xxxxxxxxx Xxxxxx, Xxxxxxx Xxxx, Xxxxxx Xxxxxx’x Xxxxxx, Xxxxxxxx 00000 | $2,800,000.00 | $1,680,000.00 | ||||||
| 00000 Xxxx Xxxxxxx and 00000 Xxxx Xxxxxxx, Xxxxxxx, Xxxxxx Xxxxxx, Xxxxx 77598 | $57,500,000.00 | $46,000,000.00 | ||||||
| 0000 Xxxxxxx Xxxxxx Xxxxx, Xxxxxxxx, Xxxxxxx Xxxxxx, Xxxxx 00000 | $20,000,000.00 | $16,000,000.00 | ||||||
| 0000 XX Xxxxxxx, Xxxxxxx, Xxxxxx Xxxxxx, Xxxxx 00000 | $23,170,000.00 | $18,536,000.00 | ||||||
| 0000 Xxxxx Xxxx 000, Xxxxxxx, Xxxxxxx Xxxxxx, Xxxxx 00000 | $8,100,000.00 | $6,480,000.00 | ||||||
| 155, 161 and 000 Xxxxxxx Xxxxxx Xxxx, Xxxxxxxx, Xxxxxxxx Xxxxxx, Xxxxx Xxxxxxxx 00000 | $25,050,000.00 | $18,765,000.00 | ||||||
| 000 xxx 000 Xxxxxxxxxx Xxxxxx xxx 00 Xxxxx Xxxxxx, Xxxxxx, Xxxxxxxxx Xxxxxx, Xxxxxxxxxxxxx 00000 | $13,150,000.00 | $10,520,000.00 | ||||||
| 000 Xxxxxxxx Xxxxxx, Xx Xxxx, Xx Xxxx Xxxxxx, Xxxxx 00000 | $7,800,000.00 | $6,240,000.00 | ||||||
| 00000 Xxxxxxxxx Xxxxxxx, Xxxxxxx, Xxxxxx Xxxxxx, Xxxxx 00000 | $7,350,000.00 | $5,880,000.00 | ||||||
| 0000 Xxxxxx Xxxxxxxxx, Xx Xxxx, Xx Xxxx Xxxxxx, Xxxxx 00000 | $8,700,000.00 | $6,960,000.00 | ||||||
| 0000 XX Xxxx 000 Xxxxxxxxxx, Xxx Xxxxxxx, Xxxxx Xxxxxx, Xxxxx 00000 | $7,900,000.00 | $6,320,000.00 | ||||||
| 0000 XX 000, Xxxxxxxx, Xxxx Xxxx Xxxxxx, Xxxxx 00000 | $5,450,000.00 | $4,360,000.00 | ||||||
| 0000 Xxxxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxx Xxxxxx, Xxxxxxx 00000 | $10,500,000.00 | $8,400,000.00 | ||||||
| 0000 Xxxxx Xxxxxxxxx Xxxx, Xxxxxxx, Xxxxxx Xxxxxx, Xxxxxxx 00000, and 5800 and 0000 Xxxxxxxxx Xxxxxxxxx, Xxxxxxx, Xxxxxx Xxxxxx, Xxxxxxx 00000 | $29,500,000.00 | $23,600,000.00 | ||||||
| 000 Xxxx Xxxxx Xxxxx Xxxx, Xxxxxxx, Xx. Xxxxxxx Xxxxxx, Xxxxxxxxx 70461 | $6,500,000.00 | $5,200,000.00 | ||||||
| 0000 Xxx Xxxxxxx Xxxxxx and 0000 Xxx Xxxxxxx Xxxxxx, Xxxxxxx, Xxxxxx Xxxxxx, Xxxxx 00000 | $3,290,000.00 | $1,974,000.00 | ||||||
| 0000 Xxxxxxx Xxxx XX, Xxxxxxxxxxx, Xxxxxxxxxx Xxxxxx, Xxx Xxxxxx 00000 | $4,800,000.00 | $3,840,000.00 | ||||||
| 00000 Xxxxxx Xxxxxx XX, Xxxxxxxxxxx, Xxxxxxxxxx Xxxxxx, Xxx Xxxxxx 00000 | $24,000,000.00 | $19,200,000.00 | ||||||
| 0000 Xxxxxx Xxxxxxx, Xxxxx Xx, Xxxxx Xx Xxxxxx, Xxx Xxxxxx 00000 | $2,000,000.00 | $1,600,000.00 | ||||||
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Exhibit 10.5
EXHIBIT 1.4
GUARANTORS AFTER GIVING EFFECT TO THE SIXTH AMENDMENT TO MASTER CREDIT AGREEMENT
GROUP 1 AUTOMOTIVE, INC.
GPI MD-T, LLC
GPI MD-K, LLC
GPI MD-HII, LLC
GPI MD-H GREENBELT, LLC
GPI MD-HY, LLC
GPI TX-SBIV, INC.
GPI TX-DMII, INC.
GPI TX-AII, INC.
XXXXXX-F, INC.
LUBBOCK MOTORS-GM, INC.
GPI SC-DM, LLC
GPI SC-H, LLC
GPI MA-F, INC.
GPI TX-EPGM, INC.
GPI SC, INC.
GPI TX-SU, INC.
GPI TX-SVIII, INC.
XXXXXX-TII, INC
GPI GA-FIII, LLC
GPI GA-T, LLC
GPI LA-H, LLC
XXXXXX-SB, INC.
GPI NM-J, INC.
GPI NM-LRII, LLC
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